Each year, ASA releases a list of issues it will focus on throughout the year.
ASA's focus issues applicable to the 2019 financial year are:
Board composition/director skills:
• At election or re-election of a director, the notice of meeting should include the detailed skills the director brings to the board of the company at that time, and how those skills meet the requirements of the board in the coming years. The company should include a statement of director skills in the annual report and on the company website that demonstrates the suitability of directors for the role.
• Companies should have an independent chairman, a majority of independent directors and only one executive director.
• Boards should be comprise at least 30% female directors and at least 30% male directors.
Remuneration disclosure: Long‐term incentive schemes should require behaviour that is measured cumulatively or on average over a number of years, preferably four or five:
• ASA will only support a remuneration scheme where there are long-term hurdles
• Market value should be used to calculate LTI grants, not fair value.
• A table of actual CEO and KMP take‐home remuneration should be provided in the remuneration report.
Skin in the game: Enhance board and executive alignment with shareholders via shareholding requirements:
• A non‐executive director who has served three years on a board should have invested one year’s fees in the company’s shares.
• A CEO should own ordinary shares worth at least one year’s fixed remuneration in the company’s shares after five years in the role.
Shareholder participation: Companies should maximise shareholder information and engagement through data releases of the number of shareholders:
• voting on AGM resolutions, including a break‐down of for and against, as in a scheme of arrangement vote.
• participating in capital raisings including trading renounceable rights, and dividend reinvestment plans.
Last updated April 2019